0001493152-20-013272 Sample Contracts

Torque Esports Corp.

Acquisition Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario

• Contract Type
  Acquisition Agreement
• Filed
  July 14th, 2020
• Company
  Torque Esports Corp.
• Jurisdiction
  Ontario

Torque Esports Enters into Definitive Purchase Agreement for Controlling Stake in Ferrari-Partnered Allinsports

Share Purchase Agreement • July 14th, 2020 • Torque Esports Corp.

• Contract Type
  Share Purchase Agreement
• Filed
  July 14th, 2020
• Company
  Torque Esports Corp.

TORONTO, ON, October 18, 2019 — Torque Esports Corp. (“Torque” or the “Company,” TSX VENTURE: GAME, OTCQB: MLLLF) – Torque Esports has signed a definitive share purchase agreement to acquire a 51 percent interest in the market-leading motorsport simulator manufacturer, Allinsports. The investment was previously announced by Torque on October 3, 2019.

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES Torque Esports, Frankly, and WinView ENTER INTO business Combination Agreement

Business Combination Agreement • July 14th, 2020 • Torque Esports Corp.

• Contract Type
  Business Combination Agreement
• Filed
  July 14th, 2020
• Company
  Torque Esports Corp.

TORONTO, ON, March 10, 2020 – Torque Esports Corp. (TSX-V: GAME) (OTCQB: MLLLD) (“Torque”, formerly Millennial Esports Corp.), Frankly Inc. (TSX-V: TLK) (OTCQX: FRNKF) (“Frankly”), and WinView, Inc. (“WinView”) have entered into a business combination agreement dated March 9, 2020 (the “Business Combination Agreement”), pursuant to which Torque will acquire each of Frankly and WinView (the “Transaction”), which will create an integrated platform dedicated to live esports, news and gaming.

LOAN Agreement BETWEEN TORQUE ESPORTS CORP.

Loan Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario

• Contract Type
  Loan Agreement
• Filed
  July 14th, 2020
• Company
  Torque Esports Corp.
• Jurisdiction
  Ontario

ARRANGEMENT AGREEMENT

Arrangement Agreement • July 14th, 2020 • Torque Esports Corp. • Alberta

• Contract Type
  Arrangement Agreement
• Filed
  July 14th, 2020
• Company
  Torque Esports Corp.
• Jurisdiction
  Alberta

THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties hereby covenant and agree as follows:

torque esports corp.

Business Combination Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario

• Contract Type
  Business Combination Agreement
• Filed
  July 14th, 2020
• Company
  Torque Esports Corp.
• Jurisdiction
  Ontario

Stockholders’ Rights Agreement, dated as of April 21, 2016, by and among WinView, Inc., the persons and entities listed on Exhibit A thereto.